Vertitas Health Innovation Ltd, an Australian not-for-profit
company, provides the Covidence online systematic review platform. Use of Covidence
is subject to these Terms of Service.

Covidence is a
collaboration between Cochrane and the team of systematic reviewers, designers
and software developers that developed the Covidence and EROS software prototypes
with support from The Alfred Hospital, Monash University, National ICT
Australia, University College London and Instituto de Effectividad Clinica y
Sanitaria.

Veritas Health
Innovation Ltd believes in the power of open scientific data. Data used in
Covidence may become available to the wider Covidence user base and scientific
community in accordance with these Terms of Service.

(j)Intellectual Property Rights means, for the duration of the rights in any part of the world, any
Moral Rights, industrial or intellectual property rights, whether registrable
or not, including in respect of Intellectual Property, applications for the registration
of any Intellectual Property and any improvements, enhancements or
modifications to any Intellectual Property registrations.

(k)Moral Rights
means:

iMoral rights pursuant to the Copyright Act 1968
(Cth);

iiOr any rights analogous to the rights set out in
Article 6bis of the Berne Convention for Protection of Literary and Artistic
Works 1886 (as amended from time to time).

(l)Privacy Policy
means the CompanyÕs privacy policy as updated from time-to-time, which can be
found at http://www.covidence.org/privacy

(m)Privacy Act means
the Privacy Act 1989 (Cth).

(n)Review means a
systematic review created in Covidence.

(o)Review Data means
data used in Reviews that is uploaded or input into Covidence by the User, but
does not include derivative data (such as analytics).

(p)Review Owner has
the meaning given to it in 2.2(b).

(q)Review Member has
the meaning given to in clause 2.2(b).

(r)Tax Invoice has
the meaning given by the A New Tax System (Goods and Services Tax) Act 1999
(Cth).

(a)Covidence may be used by any person that
registers as a User (by way of provision of all information, including valid
email address, required by the Company) and pays any applicable Fees, subject
to the CompanyÕs ongoing right under these Terms of Service to limit or
restrict access to Covidence in its absolute discretion.

(b)The User agrees to use Covidence in accordance
with any instructions provided by the Company within Covidence and/or on covidence.org.

2.2Features & Users

(a)Covidence primarily enables a User to create
Reviews, which includes (without limitation):

iInput Ð upload of references, titles, abstracts
and documents.

iiSelection - annotating, linking, including and
excluding items.

iiiManagement Ð manage User roles with respect to a
Review, grant User permissions for Review tasks, manage and resolve conflicts
with respect to the inclusion or exclusion of Review items.

(c)Use of Covidence does not imply or acknowledge
any Intellectual Property Rights with respect to any Review for any User,
whether as a Review Owner or a Review Member, and the User agrees that any
hierarchy of users is merely for user management within Covidence.

(d)The Review Owner is responsible for the conduct
of its Review Members within Covidence. The Company makes no warranty that it
can undo, recomplete or otherwise rectify any error caused by any User
authorised to access or work on a Review.

2.3Support

(a)The Company shall provide the support services
in the manner published on covidence.org and/or notified in writing to
the User from time-to-time.

(b)The Company reserves the right to require the
payment of reasonable fees for non-standard support requests prior to the
provision of such support.

3Paying for covidence

3.1Fees

(a)The fees to use Covidence shall be the fees published on covidence.org and/or notified in writing to the
User from time-to-time.

(b)Unless agreed otherwise in writing, the User agrees
to provide a credit card through Covidence, which will be charged annually in
advance for all Fees due.

(c)The Company reserves the right to introduce or
change any Fees from time-to-time by giving the User no less than 14 daysÕ
written notice. Any new or changed Fees will commence at the next billing
period after the User has been given such notice.

(d)If a User does not accept a change to any Fees,
then it can simply terminate its use of Covidence.

(e)Covidence may provide credits, free access or
other incentives to some or all of its Users from time-to-time in its absolute
discretion.

3.2Currency.

All
Fees are quoted in US dollars however transactions may be processed in an
equivalent foreign currency (such as Australian dollars or British pounds).

3.3GST.

For
Customers in Australia, GST is applicable to any Fees charged by the Company to
the User. Unless expressed otherwise, all Fees shall be deemed inclusive of
GST. The Company will provide the Customer with a Tax Invoice for any payments.

(a)Make Review Data available to other Covidence
users, and non-Covidence users, on a free and/or paid basis; and

(b)Aggregate and incorporate Review Data as part of
new data sets, and make those data sets available on a free and/or paid basis.

4.2In accordance with clause 4.1, the User grants the Company a
perpetual, royalty-free and worldwide license to use Review Data for commercial
and non-commercial purposes.

4.3The input and output formats to transfer data in
and out of Covidence are limited to those available from time-to-time. It is
the UserÕs responsibility to ensure that those formats are appropriate for the
UserÕs needs.

4.4Due to the nature of Covidence as a SaaS
platform (see clause 5.3) the
User agrees that:

(a)The User (and not the Company) is solely
responsible for the regular export of its Review Data as a backup mechanism;
and

(b)The Company cannot guarantee the availability of
Covidence at all times, including due to the dependencies set out in clause 5.8, and therefore the Company cannot be
liable for User not being able to access Covidence, despite the CompanyÕs
efforts to ensure ongoing availability.

4.6The User is responsible for the accuracy,
quality and legality of any content uploaded by the User, and the UserÕs
acquisition of it, and the users that create, access and/or use Review Data.

4.7The Company shall not access, use, modify or
otherwise deal with Review Data except where required by compulsion of law or
upon the UserÕs authority (such as to provide support for Covidence).

4.8The Company reserves the right to prevent the
publication of any Review or Review Data where the Company has formed the
reasonable opinion that doing so would be a breach of any third-party
Intellectual Property Rights.

5General conditions

5.1Licence

(a)By accepting the terms and conditions of this
Agreement, the User is granted a limited, non-exclusive and revocable licence
to access and use Covidence for the duration of this Agreement, in accordance
with the terms and conditions of this Agreement.

(b)The Company may issue the licence to the User on
the further terms or limitations (including the number of users or volume of
use or transactions) as it sees fit.

(c)The Company may revoke or suspend the UserÕs
licence(s) in its absolute discretion for any reason that it sees fit,
including for breach of the terms and conditions in this Agreement by the User
or any of its users.

5.2Modification of Terms

(a)The terms of this Agreement may be updated by the
Company from time-to-time.

(b)Where the Company modifies the terms, it will
provide the User with written notice, and the User will be required to accept
the modified terms in order to continue using Covidence.

iHosted by the Company and shall only be installed,
accessed and maintained by the Company, accessed using the internet or other
connection to the Company servers and is not available ÔlocallyÕ from the UserÕs
systems; and

iiManaged and supported exclusively by the Company
from the Company servers and that no Ôback-endÕ access to Covidence is
available to the User unless expressly agreed in writing.

(c)The Company shall not exercise its rights under
clause (b) in a manner that
would intentionally cause the User to lose access to Review Data or
fundamentally decrease the utility of Covidence to the User, other than in
accordance with the terms of this Agreement.

5.4Use & Availability

(a)The User agrees that it shall only use Covidence
for legal purposes and shall not use it to engage any conduct that is unlawful,
immoral, threatening, abusive or in a way that is deemed unreasonable by the
Company in its discretion.

(b)The User is solely responsible for the security
of its username and password for access to Covidence. The User shall notify the
Company as soon as it becomes aware of any unauthorised access of its Covidence
account.

(c)The User agrees that the Company shall provide
access to Covidence to the best of its abilities, however:

iAccess to Covidence may be prevented by issues
outside of its control; and

iiIt accepts no responsibility for ongoing access
to Covidence.

5.5Privacy

(a)The Company maintains the Privacy Policy in
compliance with the provisions of the Privacy Act for data that it collects
about the User and users.

(b)The Privacy Policy does not apply to how a User handles
personal information. It is the UserÕs responsibility to meet the
obligations of the Privacy Act by implementing a privacy policy in accordance
with law.

(c)the Company makes no warranty as to the
suitability of Covidence in regards to the UserÕs privacy obligations at law or
contract, and it is the UserÕs responsibility to determine whether Covidence is
appropriate for the UserÕs circumstances.

(d)The Covidence website may use cookies (a small
tracking code in your browser) to improve a UserÕs experience while browsing,
while also sending browsing information back to the Company. The User may
manage how it handles cookies in its own browser settings.

(a)Security. the
Company takes the security of Covidence and the privacy of its Users very
seriously. The User agrees that the User shall not do anything to
prejudice the security or privacy of the CompanyÕs systems or the information
on them.

(b)Transmission.
the Company shall do all things reasonable to ensure that the transmission of
data occurs according to accepted industry standards. It is up to the User
to ensure that any transmission standards meet the UserÕs operating and legal
requirements.

(c)Storage. Data that
is stored by the Company shall be stored according to accepted industry
standards.

(d)Backup. The
Company shall perform backups of its entire systems in as reasonable manner at
such times and intervals as is reasonable for its business purposes. The
Company does not warrant that it is able to backup or recover specific Review
Data from any period of time unless so stated in writing by the Company.

5.7Intellectual Property

(a)Trademarks. The
Company has moral, unregistered and registered rights in its trade marks and the
User shall not copy, alter, use or otherwise deal in the marks without the
prior written consent of the Company.

(b)Proprietary Information. The Company may use software and other proprietary systems
and Intellectual Property for which the Company has appropriate authority to
use, and the User agrees that such is protected by copyright, trademarks,
patents, proprietary rights and other laws, both domestically and
internationally. The User warrants that it shall not infringe on any
third-party rights through the use of Covidence.

(c)The Covidence Application. The User agrees and accepts that Covidence is the Intellectual
Property of the Company and the User further warrants that by using Covidence the
User will not:

iCopy Covidence or the services that it provides
for the UserÕs own commercial purposes; and

iiDirectly or indirectly copy, recreate,
decompile, reverse engineer or otherwise obtain, modify or use any source or
object code, architecture, algorithms contained in Covidence or any
documentation associated with it.

(d)Content. All
content (with the exception of Review Data) remains the Intellectual Property
of the Company, including (without limitation) any source code, analytics,
insights, aggregations, ideas, enhancements, feature requests, suggestions or
other information provided by the User or any other party with respect to Covidence.

(a)The User acknowledges that Covidence has dependencies
on third-party services, including but not limited to:

iBanks, credit card providers and/or Bpay;

iiTelecommunications services;

iiiHosting infrastructure services;

ivEmail services; and

vAnalytics services.

(b)The User agrees that the Company shall not be
responsible or liable in any way for:

iInterruptions to the availability of Covidence
due to third-party services; or

iiInformation contained on any linked third party
website.

5.9Liability & Indemnity

(a)The User agrees that it uses Covidence at its own
risk.

(b)The User acknowledges that the Company is not
responsible for the conduct or activities of any user and that the Company is not
liable for such under any circumstances.

(c)The User agrees to indemnify the Company for any
loss, damage, cost or expense that the Company may suffer or incur as a result
of or in connection with the UserÕs use of or conduct in connection with Covidence,
including any breach by the User of these Terms.

(d)In no circumstances will the Company be liable
for any direct, incidental, consequential or indirect damages, personal injury,
death, damage to property, loss of property, loss or corruption of data, loss
of profits, goodwill, bargain or opportunity, loss of anticipated savings or
any other similar or analogous loss resulting from the UserÕs access to, or use
of, or inability to use Covidence, whether based on warranty, contract, tort,
negligence, in equity or any other legal theory, and whether or not the Company
knew or should have known of the possibility of such damage, loss, personal
injury or death, or business interruption of any type, whether in tort,
contract or otherwise.

(e)Certain rights and remedies may be available
under the Competition and Consumer Act 2010 (Cth) or similar legislation
of other States or Territories and may not be permitted to be excluded,
restricted or modified. Apart from those that cannot be excluded, the
Company and the CompanyÕs related entities exclude all conditions and
warranties that may be implied by law. To the extent permitted by law, the
CompanyÕs liability for breach of any implied warranty or condition that cannot
be excluded is restricted, at the CompanyÕs option to:

iThe re-supply of services or payment of the cost
of re-supply of services; or

iiThe replacement or repair of goods or payment of
the cost of replacement or repair.

5.10Termination

(a)The User may terminate this Agreement by giving the
Company written notice.

(b)The Company may terminate this Agreement by
giving the User 7 daysÕ written notice.

(c)Termination of this agreement is without
prejudice to and does not affect the accrued rights or remedies of any of the
parties arising in any way out of this agreement up to the date of expiry or
termination.

(d)Termination does not affect any of the rights
accrued by a party prior to termination, and the rights
and obligations under clauses 5.8, 5.11 and 5.12 survive termination of this Agreement.

(a)The words in this clause that are defined in the
Electronic Transactions Act 1999 (Cth) have the same meaning.

(b)The User can direct notices, enquiries,
complaints and so forth to the Company as set out in this Agreement. the
Company will notify the User of a change of details from time-to-time.

(c)The Company will send the User notices and other
correspondence to the details that the User submits to the Company, or that the
User notifies the Company of from time-to-time. It is the UserÕs responsibility
to update its contact details as they change.

(g)The Company may assign or otherwise create an
interest in its rights under this Agreement by giving written notice to the
User.

5.13General

(a)Special Conditions. The parties may agree to any special conditions to this Agreement in
writing.

(b)Prevalence. To
the extent this Agreement is in conflict with, or inconsistent with, the terms
of any other Agreement between the Company and the User, or any special conditions
made under this Agreement, as relevant, the terms of those other agreements or
special conditions shall prevail.

(c)Disclaimer.
Each party acknowledges that it has not relied on any representation, warranty
or statement made by any other party, other than as set out in this Agreement.

(d)Relationship. The relationship of the parties to this Agreement does not form a
joint venture or partnership.

(e)Waiver. No
clause of this Agreement will be deemed waived and no breach excused unless
such waiver or consent is provided in writing.

(g)Governing Law. This Agreement is governed by the laws of Victoria, Australia.
Each of the parties hereby submits to the non-exclusive jurisdiction of courts
with jurisdiction there.

(h)Severability.
Any clause of this Agreement, which is invalid or unenforceable,
is ineffective to the extent of the invalidity or unenforceability without
affecting the remaining clauses of this Agreement.